Table of Content

1. EXECUTIVE SUMMARY:.......................................................................................................2
2. BACKGROUND AND PURPOSE:.........................................................................................4
2.1 HISTORY:................................................................................................................................................4
2.2 CURRENT SITUATION:.............................................................................................................................5
2.3 THE RESOURCE BASED CONCEPT:...........................................................................................................5
3. OBJECTIVES:..........................................................................................................................6
4. MARKET ANALYSIS:............................................................................................................6
4.1 OVERALL MARKET:...............................................................................................................................6
4.2 SPECIFIC MARKET:..................................................................................................................................6
4.3 COMPETITIVE FACTORS:.........................................................................................................................7
4.4 MICRO ENVIRONMENTAL INFLUENCES:..................................................................................................7
5. DEVELOPMENT AND PRODUCTION:..............................................................................8
5.1 PRODUCTION PROCESSES:.......................................................................................................................8
5.2 RESOURCE REQUIREMENTS:...................................................................................................................9
5.3 QUALITY ASSURANCE:...........................................................................................................................9
6. MARKETING:.........................................................................................................................9
6.1 OVERALL CONCEPT AND ORIENTATION:................................................................................................9
6.2 MARKETING STRATEGY:.......................................................................................................................10
6.2.1. Key elements of the strategy include:.........................................................................................11
6.3 SALES FORECAST:.................................................................................................................................12
7. FINANCIAL PLANS:............................................................................................................13
7.1 FINANCIAL STATEMENTS:.....................................................................................................................13
7.2 FINANCIAL RESOURCES:.......................................................................................................................15
7.3 FINANCIAL STRATEGY:.........................................................................................................................15
8. ORGANIZATION AND MANAGEMENT..........................................................................16
8.1 KEY PERSONNEL RESOURCES:..............................................................................................................16
8.2 HUMAN RESOURCE MANAGEMENT STRATEGY:....................................................................................17
9. OWNERSHIP:........................................................................................................................17
9.1 FORM OF BUSINESS:.............................................................................................................................17
9.2 EQUITY POSITIONS:..............................................................................................................................18
9.3 DEAL STRUCTURE:...............................................................................................................................18
10. CRITICAL RISKS AND CONTINGENCIES:..................................................................18
11. CONCLUDING SECTIONS:..............................................................................................19
11.1 SUMMARY AND CONCLUSIONS:..........................................................................................................19
11.2 SCHEDULING AND MILESTONES:........................................................................................................19
12. APPENDIXES:.....................................................................................................................20

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1. EXECUTIVE SUMMARY:

Vision inc. (VI) is the largest online educational provider. Its rich market niche,
characterized by corporate clients with large budgets, significant training needs and
receptiveness to new technology, Academic institutions, Multilevel Network
Industries.
VI delivers its unique BBA and LLB degree via Internet-based courses on CEGA
University™, its full-service, centrally hosted, scalable remote proprietary virtual
campus.
Founder’s themselves collectively have over 54 years experience in creating courses and
books for the two courses.
Modern technology has made possible to gather and present this information
economically and efficiently and VI is leading the effort to marry technology and
information dissemination through three strategic technology alliances which allow to
register, enroll, teach, test, grade and certify distance learners in a Seamless fashion.
VI is focusing its resources in the BBA and LLB e-learning business. E-learning is in fact
the fastest growing and most promising market in the education industry. By
continuously developing and expanding its courses database, VI is relentlessly
streamlining the process of delivering content and widening the range and variety of its e-
learning educational products, VI intends to maintain and strengthen its leadership
position in this lucrative market niche while creating significant B2B and e-commerce
opportunities.
Exploiting the latter to their fullest potential is a natural evolution for VI: “E-Train-the
Trainer” revenues, portal development revenues, e-mail marketing fees, DVDs & video,
magazines, newsletters, will provide a significant complementary revenue stream for the
company that will increase market share, promote name recognition, and maximize
efficiency.
The company is led by Surajit data and Nirupom Chakrabarty .This organization has a lot
of well known professors and lecturers. We like to mention special person those who are
really world famous Dr. Mahin Ahmad Chowdhury PhD in Economics, Professor of King
Abdul Aziz University of Technology, Dr. Nazia Sharmin PhD in HRM, Professor of

2
Oxford University, Mr.A.S.M.Maidul Islam former president of ICJ(International court
of justice),the rest of the members have the experience in sales, marketing, finance and
operations.

Vision inc. always tries to give the new thing to people which will be acceptable by
everyone. For attracting the customers the site will be updated regularly which is a big
challenge to stay in the competitive market place.
Start up and operating expenses including $1.5 million for sales and marketing and $1.5
million for the purchase of computers.
If complex combinations of investment instruments are being use to raise money the deal
structure might be:

Bank loan $5000000

Subordinated debenture $2000000
Preferred stock $5500000
Common stock $3600000
Total $16100000

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2. Background and purpose:

The company will provide the internet based education to all over the world with the
courses of BBA and LLB.

2.1 History:

VI offers BBA and LLB online courses in its full-service, centrally hosted, scalable,
remote proprietary virtual campus. It generates e-learning tuition revenues, content
licensing, email marketing, e-commerce, valuation for investors and profits. It is the
largest online educational provider on complementary BBA and LLB content.

VI offers BBA and LLB online courses in its full-service, centrally hosted, scalable,
remote proprietary virtual campus. It is the largest online educational provider on BBA
and LLB content.
VI has a total of 33 million shares outstanding. Its ownership structure is as follows:
- 70% Founder 15.4 million shares
- 30% 918 Current Shareholders 17.0 million shares
The company, currently traded as WA Online, Inc. on the Pink Sheets, has 918
shareholders owning publicly traded stock. Prior to completion of this venture round, the
following events will take place:
- The Founder will retire all publicly traded stock and take the company private
- Bylaws will be amended to increase the number of shares to 40, and the shareholder
Composition will be the following:
- Founder: 20 million shares
- Japanese VCs 4 million shares
- Total 24 million shares
Of the remaining shares, 6 million will be used for this offering; the 2° round offering
and employees stock options, while 10 million will be reserved for a future IPO.

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2.2 Current situation:

VI inc. will provide online education to those people who are unable to go to the
university or college or not enough time to go there. To serve these people VI has come
to give a new type of education with least costly. For the first three years the company
will offer two courses. Later it may increase its course numbers.

2.3 The resource based concept:

VI develops, manages and hosts Internet-based training and education for corporations,
government agencies and academic institutions. The Company offers its online
courseware primarily through its proprietary virtual campus product, or CEGA
University, a full-service, centrally hosted, scalable distance education platform. It allows
for the registration, enrollment, teaching, testing, grading and certification of distance
learners.
CEGA University is accessible by virtually any Internet-ready PC. Enrolled students can
access the courseware online, typically via a PC connected to the Internet or a corporate
intranet. Once a student has completed a course, he or she receives credit or certification,
as appropriate.

The CEGA courseware platform allows offering private label and customizable training
courses for Multi-Level-Marketing (“MLM”) Trainers as well.
Through its high technology the Company also offers courseware through more
traditional media, including on-site and classroom training, diskette, CD-ROM and
printed formats.

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3. Objectives:

E-learning courses tuition revenues: $36 million in 2010, $60 million in 2011, and
$105million in 2012, corresponding, respectively, to an average of 6000, 10,000, 17,000
clients paying at least $ 500 dollars per month for 12 months.
Valuation, as measured in ability to bring in additional investment at economically
feasible valuations. VI needs to attract $3 million immediately and an additional $3
million in a follow-up second round in 2010, with valuation performance that yields
attractive internal rate of return (IRR) to investors. The financial section indicates IRR of
more than 150%.
Acquisition or Initial public offering (IPO) in 2012, with a valuation of about $35million.
This assumes of course the market valuations based on VI’s sales and earnings, which
have been kept purposely conservative as this plan is written.

4. Market analysis:
4.1 Overall Market:

The company is getting its profits from the first year because of its system and the
experienced people who have contributed a lot to make it easy. VI is providing
educations to the students by using English, French and Arabic language. There are many
competitors exists in the market. Some of them are Deny Inc, Titi Inc, Sata Inc etc.They
have succeeded in their field because of their huge investment and strategies.

4.2 Specific market:

The customers of the company are those who have not enough money to take admission
in a university but have sufficient education ability. The company is providing the
courses which are the best of all in online education because of its experienced teachers.

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4.3 Competitive factors:

The e-learning market is evolving quickly and is subject to rapid technological change,
shifts in customer demands and evolving learning methodologies. To succeed, VI must
retain its competitive and leadership edge in the BBA and LLB content market niche,
continue to expand its course offerings, upgrade its technology and distinguish its
solutions.
In both the business and law areas there are many suppliers of online information,
including major players like Webbed, Droopy, Mindscape, GNC, rights.com, I Village,
etc. Many can be considered as potential strategic allies for VI’s content. AOL, for
instance, has VI exclusive space on Instant Messenger, new member welcome message
and search position. AOL is also inquiring about having WA as a content provider.
AltaVista and Web Help are also interested.
None of the current competitors are capable of combining VI’s content with technology
to create compelling e-learning courseware in under two weeks!
The e-learning market will undergo significant price competition. In VI’s market niche,
however, given also the leadership position that it enjoys, price competition is expected
to be less aggressive.
The general e-learning market is highly fragmented with no single competitor accounting
for a dominant market share, and competition is intense.

4.4 Micro environmental influences:

VI hosts the e-learning environments of its customers. By centralizing all infrastructure

and hosting requirements, its customers derive significant benefits, such as the avoidance
of hardware, software, content and technology installation and/or updates, and 24/7
access from anywhere there is a PC and an Internet connection.
VI must be able to acquire and retain corporate customers by providing e-learning
solutions designed to address their strategic business training objectives, while
significantly reducing their learning infrastructure costs.

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The sales process must be easy to administer and flexible enough to accommodate the
needs of VI to keep a very lean organization. The e-learning courses offered on its CEGA
University‘s virtual campus should further establish VI presence as an e-learning
technology leader in its market niche, not only retaining customers but actually bringing
in new customers.
VI’s system has been designed to scale rapidly and to consistently deliver content to large
numbers of participants. It uses extensive load testing to measure system capacity and
identify potential bottlenecks. Constant improvements to the system architecture ensure
increased system capacity well beyond current demand.
VI’s e-learning solutions can be fully integrated with customers' corporate information
technology systems, including their Web sites and intranets. As a result, course
participants do not necessarily realize that they are accessing content hosted from VI’s
servers. Integration layer provides adapters for learning Management systems. Course
content is designed to be compatible with customer's security concerns and bandwidth
limitations.

5. Development and production:

5.1 Production processes:

VI hosts and makes available to customers proprietary and third-party collaboration tools,
which currently include instant messaging software, e-mail solutions, chat rooms and
discussion boards. These collaboration tools are designed to create a learning
environment that fosters collaboration between peers and a high degree of interaction
between participants and tutors.
The system offers comprehensive testing and assessment capabilities, which can be
customized for specific learning solutions and customers. Assessment and testing
capabilities include the full range of testing techniques (multiple choice, multiple answer
quizzes with randomized question sets, tutor-scored and commented exercises, etc.).

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5.2 Resource requirements:

The main resources of vision inc.s’ are its teacher whose give valuable lecture to the
students in online. These teachers are hired from different renound university from all
over the world and they have the potential to satisfy the students. The students can also
ask questions to the teachers through e-mail or by using contact numbers.

5.3 Quality assurance:

Earning money is not the only target of vision Inc. It is also working to give the people
something which will be valuable for them in the future life. For this reason VI always
try to ensure the quality of the education, it means the ability of its teachers, the teaching
method, the Availability of books etc. and this is why the company’s main theme is
“broaden your vision”.

6. Marketing:

6.1 Overall concept and orientation:

VI develops, manages and hosts Internet-based training and education for corporations,
government agencies and academic institutions. The Company offers its online
courseware primarily through its proprietary virtual campus product, or CEGA
University, a full-service, centrally hosted, scalable distance education platform. It allows
for the registration, enrollment, teaching, testing, grading and certification of distance
learners.
VI’s technology allows increasing the efficiency and scalability of tutoring resources.
The ability of tutors worldwide to interact with participants through standard Internet
communication methodologies significantly increases the pool of tutor candidates that
can be recruited. In addition multiple tutors will be allowed to support the same course as
grading and exercise submissions can be accessed and responded to by any tutor.

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Duplication of tutor work is prevented by message queuing technology. VI’s strategy for
future development is to remain positioned with enough flexibility to quickly adapt to
new technologies and courseware needs. BBA and LLB content courseware will be
constantly adapted to changing environments within what is believed to be a positive
market trend for VI’s products.

6.2 Marketing strategy:

Our objective is to be the leading provider of BBA and LLB content e-learning and e-
training solutions to corporations, government agencies and academic institutions.
First class web site design and product quality are critical to VI’s positioning as a leading
e-learning company. VI will distinguish itself from its generic competitors as a full
learning & training center, rather than a traditional informational web site. Further
development needs to match the overall business strategy as explained in the rest of the
plan. Because VI's target customers are all corporate, it will have the luxury of using the
latest technologies to impress them with excellent design and animation. The back-end of
the site will be built on latest server technology backed with bandwidth and organized
around IS’ technology. IS specializes in Web-to-Enterprise integration, industry-specific
solutions, and strategic outsourcing. The courseware platform will be provided by C.net,
an industry leader in web-based distance learning offering a world-class, fully-integrated
web platform. The replicating site and hosting partnerships will be provided by J.com, a
company offering a robust content management system, complete E-commerce store
front with instant order processing, events calendar, customer support and much more.

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6.2.1. Key elements of the strategy include:

- Streamline delivery and facilitate data mining

VI, in partnership with its strategic partners intends to continually streamline content
delivery and integration of the technology platform with those of its customers to
facilitate their ability to gather metrics on e-learning performance (sales per employee,
customer satisfaction and manager evaluations).
- Boost & adapt courses menu
Continuously update the courses offerings to satisfy clients changing needs
- Develop long-term strategic relationships with customers.
E-learning will become increasingly critical to a business' ability to compete successfully.
Thus as a provider, VI is a strategic resource for customers and will capitalize on this to
develop products aligned with customers’ needs.
- Exploit strategic relationships to create new distribution channels.
The great flexibility of VI’s content and technology will allow it to quickly generate new
products as new market opportunities surface as result of strategic relationships with
customers, who are much more attuned to market needs.

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6.3 Sales forecast:

The sales forecast in the following table is based on conservative estimates on the number
of courses that can be sold. Sales are projected to rise from $36 million in 2010 to
$60million in 2011 and $105 million in 2012. The forecast obviously depends on healthy
monthly growth rates in the average number of courses sold.

Sales Summary ( $ x000) Year 1 Year 2 Year 3

Average No. of Courses Sold 6,000 10,000 17,000

Growth rate: 181% 181%

E-learning courses tuition revenues 29,845 52,642 95,317
Additional revenues
E-Train-the Trainer Revenues 2,089 2,632 3,813
Portal Development Revenues 1,791 2,106 2,859
Email marketing fees 1,194 1,579 1,906
Product sales revenues 895 1,053 953
Total Sales 35,814 60,012 104,848

Cost of Sales 21,488 30,006 41,939

60% 50% 40%
Gross Profit 14,325 30,006 62,909

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7. Financial plans:

7.1 Financial statements:

VI believes that it can turn a profit by Year 1 as it is shown in the financial pro-forma
summary. The complete pro-formas can be found in the tables appended in Volume 2 of
this plan

Table A: Summary Pro-forma Year1 Year2 Year3

Financial Statements

($ x000)
Budget
Human Resources Count (Year- 6 7 9
End)
Capital Expenditures 1,110 1,492 2,424
Human Resources 925 1,045 1,152
Research & Development 300 600 960
Sales & marketing 1,600 1,080 1,860
General & Advertising 512 631 765
Total Budget 6,547 12,848 19,161

Profit & Loss

Total Sales 35,814 60,012 104,848
Cost of Sales 21,488 30,006 41,939
Total Operating Expenses 3,754 3,774 5,155
Net Income After Taxes 6,452 16,097 35,597

Cash-Flow
Cash-In Details
Sale of Stock 3,000 - -
Gross Profit from Sales 14,325 30,006 62,909

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Interest Income 182 595 1,574
Total Cash In 17,507 30,601 64,483

Cash-Out Details
Capital Expenditures 1,110 1,492 2,424
Participations 2,100 8,000 12,000
Human Resources 925 1,045 1,152
Research & Development 300 600 960
Sales & marketing 1,600 1,080 1,860
General & Adm 512 631 765
Taxes on Income 4,301 10,731 23,731
Payables(-) - - -
212 328 493
Net VAT Payments - - -
2,013 4,572 4,557
Balance at Year end 8,623 18,679 37,842

Balance Sheet
Assets
Current Assets 6,881 20,695 49,471
Fixed Assets 692 1,766 3,773
Total Assets 7,573 15,876 39,706

Liabilities & Shareholder Equity

Current 221 428 640
Stockholders Equity 3,000 3,000 3,000
Retained Earnings 4,352 12,448 36,066
Liabilities Plus Equity 7,573 15,876 39,706

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7.2 financial resources:

Here the company’s first year’s budget summary has been given.

First Year Budget Summary

- Capital Expenditures 1,110

- Participations 2,100
- Human Resources 925
- Research & Development 300
- Sales & marketing 1,600
- General & Adm 512
- Total Budget 6,547
Our first year’s budget comes to $6.5 million because of our commitment to dominate
our market niche.
Of the $6.5 million, $2.1 million are earmarked for an acquisition. This is an
extraordinary item that may or may not occur, and hence can be delayed or cancelled.

7.3 financial strategies:

This is an Internet and e-learning venture that, of course, depends on the developing
financial prospects of the growing Internet & e-learning world. To make it work
financially, VI need to increase valuation on schedule to bring in substantial additional
capital. The tables that follow define the investment offering for investors. Specifically
the plan envisions

- A pre-money valuation of $35 million, with IRR of about 180% for all investors of this
round
- The exit strategy is an IPO at the of 2004, valuing the company at $356 million or $524
million, if valuation is based a very conservative earnings or sales multiples of,
respectively 10 and 2.

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8. Organization and management

8.1 Key personnel resources:

Surajit Datta is Developer Founder and CEO of VI, and also the main VC fundraiser for
the $4 Million Seed Capital that was used to develop the original WA website. Mr.
S.Chakrabarty is a passionate activist, a scholar, and a visionary entrepreneur. He has
been labeled a walking encyclopedia. He has worked for the company a lot and also
continuing it. The company had been able to get the profit from the very first year
because of his activity and intelligence.
Mr. Nirupom chakrabarty is co-founder of Learning Systems, Inc. He brings 14 years of
experience as CEO of I systems, and holds MBA and a Ph.D. in Electrical Engineering.
Nirupom chakrabarty brings the new idea and educational expertise needed to
successfully manage vision.com’s growth, blending the old economy model of “net-
earnings” vs. “eyeballs” and the new economy of e-commerce based expansion into
global markets.
Mr. Surajit Datta and Mr Nirupom chakrabarty have been business partners or affiliates
since2007, and both bring complementary strengths to the organization. Mr. Surajit Datta
provides the entrepreneurial spirit and Nirupom chakrabarty executes the vision on a day
to day basis.
VI will strive to secure seasoned professional management with experience, the "gray
haired factor. “The company will be looking to add more experience to the team as it
builds its administrative and financial capabilities.

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8.2 Human resource management strategy:

Vision inc. will be run by the current employees. Each of them as having developed skills
in specific areas that will help the company reaches a cruise speed. As a result, no
tremendous financial resources should be involved in the human resources field because
the company intends to remain closely supervised for the first couple of tears. The
following personnel plan details VI’s plans for the ramp-up
Human Resources Yr 1 Yr 2 Yr 3
CEO- 1 1 1
President 1 1 1
Executive VP/COO - 1 1 1
Office Staff 1 2 4
Total Headcount 4 5 7
Total HR costs 790 897 989
Scientific Advisory Board 75 83 45
Non-Executive Directors 60 66 36
Total HR costs 925 1,045 1,071

9. Ownership:

9.1 Form of business:

The business is a limited liability partnership. As such, each partner is liable only for the
amount of his personal investment in Vision Inc. No other legal liability exists. The
actual partnership agreements contain no special conditions or clauses.

9.2 Equity positions:

Owner’s equity positions

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 Partner Investment

S.Datta $100000
N.Chakarbarty $700000
Bank Asia $100000
Total owner’s equity $900000

9.3 Deal structure:

Vision inc. start its business with the amount of $3000000 and grow at the rapid rate
necessary for the organization to achieve its potential .the deal structure has been
negotiated with the investor.

10. Critical risks and contingencies:

We feel that our company will be a success. As a venture, certain risks exist.
 No product/service currently exists; so we are updating our courses and features.
 VI must be able to acquire and retain corporate customers by providing e-learning
solutions designed to address their strategic business training objectives, while
significantly reducing their learning infrastructure costs.

 The online e-learning tools must be easy to use and fully interactive. User
satisfaction and measurable results are ultimate priorities.

 VI will succeed if it can capitalize on its leadership position in BBA and LLB
content know-how, turning it into e-learning courses and dollars through CEGA
University virtual campus.

 The sales process must be easy to administer and flexible enough to accommodate
the needs of VI to keep a very lean organization. The e-learning courses offered

18
 on its CEGA University‘s virtual campus should further establish. VI presence as
an e-learning technology leader in its market niche, not only retaining customers
but actually bringing in new customers.

11. Concluding sections:

11.1 summary and conclusions:

The plan of the firm indicates that how to improve the firms total revenue and to indicate
that the strategy which will influence the firms total profit. Our main objective is not only
to making the profit but also giving people something very special.

11.2 Scheduling and milestones:

For improving the condition of the business and also adjust with the current market
situation which will take some necessary steps in the future .They includes:

 Give the service of new online education courses.

 Research will be undertaken to know the customers needs.
 Improving the technological conditions.
 Hiring new teachers from different parts of the world.
 The courses will be designed in a new way.

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12. Appendixes:

PLAN PERIOD: 3 YEARS

KEY ASSUMPTIONS & SPECIFICATIONS
Budget Assumptions

All areas of budget VAT & Retained taxation : 10%

Material Assets
Leasehold Improvements The improvements to be done i to
adapt it to company's requirement
Immaterial
Web Site & Corp. Image, Media
Package Costs relate to the creation of a
website,
logo, brochure, presentation
materials.
Own Intellectual Property
Includes costs of preparing, national
&
international filing
Corporate Software Accounting, management and
Software, purchases/leases.

Human Resources
Board of Directors non-executive Assumes that only non-
executive officers will receive Board
Compensation
Scientific Advisory Board Assumes that Board of Directors
and
SAB Membership compensation
can't be cumulated.
Salaries Assume that salaries cost will
equal
67% of all HR costs, with
balance distributed among social, leaving indemnities and other costs.

Profit & Loss

Sales The plan assumes a 5% monthly growth in number of courses sold

Throughout the period.
No. Of Starting Courses sold
per month
3,750

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Monthly growth rate: 105%

Ave/Person

E-learning courses tuition

revenues
$500.00
Additional revenues In aggregate 20% of E-learning tuition revenues in
Yr 1, 15% in Yr 2
And 10% in Yr 3.
E-Train-the Trainer Revenues Assumed to be 7% of E-learning tuition
revenues in Yr 1, 5% in Yr 2
And 4% in Yr 3.
Portal Development Revenues Assumed to be 6% of E-learning tuition
revenues in Yr 1, 4% in Yr 2
and 3% in Yr 3.
Email marketing fees Assumed to be 4% of E-learning tuition revenues
in Yr 1, 3% in Yr 2
and 2% in Yr 3.
Product sales revenues Assumed to be 3% of E-learning tuition revenues
in Yr 1, 2% in Yr 2.

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